Media Relations

Shareholder rights

Notices regarding the shareholder rights pursuant to Article 53 of the SE-Regulation in conjunction with Section 121, Paragraph 3 Sentence 3 Number 3 of the German Stock Corporation Act

1. Requests to supplement the agenda on request from a minority (Article 56 of the SE-Regulation, Section 50, Paragraph 2 of the SE Implementing Act, Section 122, Paragraph 2 of the German Stock Corporation Act)

Shareholders with a total share ownership accounting for one twentieth of the company’s capital stock or EUR 500,000.- may request the inclusion and announcement of items on the Agenda. Every item added must be accompanied with grounds or a draft resolution.

Requests for supplements must be addressed to the Executive Board of the company and must be received by the company in writing at least 30 days before the General Meeting, not including the date of receipt and the day of the Annual General Meeting. The last admissible date of receipt is thus Saturday, 30 March 2019, 24:00 hours CET. Requests for supplements received after this deadline shall not be considered.

We kindly request that requests for supplements be communicated to the address specified in the convocation (innogy SE, Legal & Compliance, Opernplatz 1, 45128 Essen, Germany; or in electronic form pursuant to Section 126a of the German Civil Code via e-mail to: HV2019.Ergaenzungsantraege@innogy.com).

Requests for supplements to the agenda that are received on time and must be announced will be announced in the Bundesanzeiger (Federal Gazette), published throughout Europe, made accessible on the company’s website and communicated to the shareholders together with the convocation of the Annual General Meeting in accordance with Section 125, Paragraph 1, Sentence 3 of the German Stock Corporation Act immediately after receipt of the request.

2. Shareholder motions and candidate nominations (Article 53 of the SE Regulation, Sections 126 and 127 of the German Stock Corporation Act)

Every shareholder has the right to file a reasoned countermotion against proposals made by the Executive Board and/or the Supervisory Board on any item on the Agenda. Furthermore, every shareholder has the right to nominate candidates for the election of the independent auditor during the Annual General Meeting.

Countermotions and candidate nominations received by the company at the address specified in the convocation (innogy SE, Legal & Compliance, Opernplatz 1, 45128 Essen, Germany, fax: +49-201-12-15283, e-mail: HV2019.Antraege@innogy.com) at least 14 days before the General Meeting, not including the date of receipt or the day of the Annual General Meeting, namely no later than Monday, 15 April 2019, 24:00 hours CEST, shall be made accessible via the iam.innogy.com website (“Annual General Meeting 2019”) along with the shareholder’s name and possibly a statement by management and—as regards countermotions—the grounds.

Pursuant to Section 126, Paragraph 2 of the German Stock Corporation Act, there is no need to make a countermotion and its grounds accessible if

the Executive Board would by reason of such communication become criminally liable;

the countermotion would cause the Annual General Meeting to pass a resolution that would violate the law or Articles of Incorporation;

the grounds contain statements which are manifestly false or misleading or which are libellous;

a countermotion filed by the shareholder based on the same facts has already been made accessible to an Annual General Meeting of the company in accordance with Section 125 of the German Stock Corporation Act;

the shareholder has filed the same countermotion with grounds that are essentially identical in the last five years that has been made accessible to at least two of the company’s Annual General Meetings in the last five years in accordance with Section 125 of the German Stock Corporation Act and at such shareholders' meeting less than one-twentieth of the share capital represented has voted in favour of such countermotion;

the shareholder indicates that he or she will not attend the Annual General Meeting or be represented there; or

the shareholder has failed to file a countermotion communicated by him or her at two Annual General Meetings in the last two years.

The same applies analogously to making candidate nominations accessible. Furthermore, candidate nominations need not be made accessible if they do not include the name, current profession and domicile of the nominated candidate. Other than countermotions, candidate nominations need not be reasoned.

Grounds provided for countermotions and candidate nominations need not be made accessible if they exceed a length of 5,000 characters. If several shareholders file countermotions on the same subject matter of a resolution or nominate the same candidate, the Executive Board may combine the countermotions and candidate nominations as well as their grounds.

The right of every shareholder to nominate candidates for the election of the independent auditor during the Annual General Meeting without having informed the company of the nomination in advance or before the deadline shall remain unaffected by this.

3. Shareholder right to information (Article 53 of the SE Regulation, Section 131, Paragraph 1 of the German Stock Corporation Act)

Pursuant to Section 131, Paragraph 1 of the German Stock Corporation Act, every shareholder must be informed by the Executive Board of the company’s affairs on request at the Annual General Meeting to the extent necessary to objectively assess the subject matter of items on the Agenda. The Executive Board’s obligation to provide information also includes the legal and business transactions between the company and its affiliates as well as the state of the Group and its consolidated companies (cf. Section 131, Paragraph 1, Sentence 2 and Sentence 4 of the German Stock Corporation Act).

Pursuant to Section 131, Paragraph 3, Sentence 1 of the German Stock Corporation Act, the Executive Board may refuse to provide information if

to the extent that providing such information is, according to sound business judgment, likely to cause material damage to the company or an affiliated enterprise;

to the extent that such information relates to tax valuations or the amount of certain taxes;

with regard to the difference between the value at which items are shown in the annual balance sheet and the higher market value of such items, unless the shareholders’ meeting is to approve the annual financial statements;

with regard to the methods of classification and valuation, if disclosure of such methods in the notes suffices to provide a clear view of the actual condition of the company’s assets, financial position and profitability within the meaning of Section 264 Paragraph 2 of the Commercial Code; the foregoing shall not apply if the shareholders’ meeting is to approve the annual financial statements;

if provision thereof would render the management board criminally liable;

if the information is continuously available on the company’s internet page seven or more days prior to the shareholders’ meeting as well as during the meeting.

Pursuant to Section 131, Paragraph 3, Sentence 2 of the German Stock Corporation Act, the provision of information may not be denied for other reasons.